Exhibit 10.1


                            STOCK PURCHASE AGREEMENT

     THIS  STOCK  PURCHASE  AGREEMENT (this "Agreement") is made effective as of
                                             ---------
the 27th  day of March, 2006, by and among Susan Downing (being herein referred
to  as  the  "Seller"),  Konigsberg  Corporation.,  a  Nevada  corporation
              ------
("Konigsberg")  and  Adam  Cegielski  (being herein referred to as "Purchaser").
           --                                                       ---------

                             PRELIMINARY STATEMENTS
                             ----------------------

     A.   Seller  is  an  individual  owning  an  aggregate of 10,000,000 shares
          of common stock of Konigsberg and is willing to sell 10,000,000 shares
          of  common  stock  of  Konigsberg  (the  "Common  Stock").

     B.   Seller  desires  to  sell  the  Common  Stock  to  Purchaser,  and
          Purchaser  desires  to  purchase  the Common Stock from Seller, on the
          terms,  provisions  and  conditions  set  forth  herein.

     NOW,  THEREFORE, in consideration of the mutual agreements contained herein
and  for  other  good and valuable consideration, the receipt and sufficiency of
which  are  hereby  acknowledged,  the  Seller  and Purchaser do hereby agree as
follows:

                                   ARTICLE I

                     PURCHASE AND SALE OF THE COMMON STOCK
                     -------------------------------------

     Section  1.01.  Purchase  and Sale.  On the Closing Date and upon the terms
                     ------------------
and  subject  to  the  conditions  set  forth  herein,  the Seller shall deliver
10,000,000  shares of Konigsberg Common Stock to the Purchaser free and clear of
all  liens,  and  Purchaser  shall  purchase the Common Stock from the Seller in
accordance  with  Section  1.02  below.

     Section  1.02.  Purchase  Price.  The purchase price (the "Purchase Price")
                     ---------------                            --------------
for  the  Common  Stock  is  $30,000.

     Section  1.03.  Time  and Place of Closing.  Subject to the satisfaction or
                     --------------------------
waiver of the conditions herein, the closing (the "Closing") of the transactions
                                                   -------
contemplated  by  this Agreement shall take place on or before March 31, 2006 or
at  such  time,  date  or  place  as  Seller  and  Purchaser  may  agree.

     Section 1.04.  Delivery of the Common Stock; Payment of Purchase Price.  At
                    -------------------------------------------------------
Closing:  (a)  the  Seller  shall  deliver  to  the Purchaser the certificate(s)
representing  the  Common  Stock, duly endorsed in blank or accompanied by stock
powers  duly  endorsed in blank, with all taxes attributable to the transfer and
sale of the Common Stock paid by the Seller; and (b) the Purchaser shall deliver
to  the  Seller  Purchase  Price  in  accordance  with  Section  1.02.

<PAGE>

                                   ARTICLE II

            REPRESENTATIONS AND WARRANTIES OF SELLER AND KONIGSBERG
            -------------------------------------------------------

     Subject  to  all of the terms, conditions and provisions of this Agreement,
the  Seller  and Konigsberg hereby represent and warrant to Purchaser, as of the
date  hereof  and  as  of  the  Closing,  as  follows:

     Section  2.01.  Organization  and  Qualification.  Konigsberg  is  a Nevada
                     --------------------------------
corporation duly organized, validly existing and in good standing under the laws
of  the  State  of  Nevada.  Konigsberg  has  all requisite power and authority,
corporate  or otherwise, to own, lease and operate its assets and properties and
to  carry  on its business as now being conducted.  Konigsberg does not have any
subsidiaries  or  predecessor  corporations.

     Section  2.02.  Capitalization  of  Konigsberg;  Title to the Common Stock.
                     ----------------------------------------------------------
There  are 100,000,000 shares of common stock authorized of Konigsberg, of which
approximately  19,400,000  shares  of  common  stock are issued and outstanding,
$0.001  par value per share.  All of the outstanding shares of common stock have
been  duly  authorized  and validly issued, are fully paid and nonassessable and
are  free  of  preemptive rights.  The Common Stock transferred by the Seller to
Purchaser  will  be  free  and  clear  of  liens.  There  are  no outstanding or
authorized  subscriptions,  options,  warrants,  calls,  rights or other similar
contracts, including rights of conversion or exchange under any outstanding debt
or  equity  security or other contract, to which any of the Common Stock will be
subject or obligating the Seller and/or Konigsberg to issue, deliver or sell, or
cause  to  be  issued,  delivered  or sold, any other shares of capital stock of
Konigsberg or any other debt or equity securities convertible into or evidencing
the  right  to  subscribe for any such shares of capital stock or obligating the
Seller  and/or  Konigsberg  to  grant,  extend  or enter into any such contract.
There  are  no  voting trusts, proxies or other contracts to which Seller and/or
Konigsberg  are a party or are bound with respect to the voting of any shares of
capital  stock  of  Konigsberg.  The Seller has full legal right to sell, assign
and transfer the Common Stock to Purchaser and will, upon payment for the Common
Stock  and  delivery  to Purchaser of a certificate or certificates representing
the  Common  Stock,  transfer good and indefeasible title to the Common Stock to
Purchaser,  free  and  clear  of  liens.

     Section  2.03.  Authority.  The  Seller  has  all  requisite  power  and
                     ---------
authority,  corporate or otherwise, to execute and deliver this Agreement and to
consummate  the  transactions  contemplated  hereby and thereby.  The Seller and
Konigsberg have duly and validly executed and delivered this Agreement and will,
on  or  prior  to  the Closing, execute, such other documents as may be required
hereunder  and,  assuming  the due authorization, execution and delivery of this
Agreement  by  the  parties  hereto and thereto, this Agreement constitutes, the
legal, valid and binding obligation of the Seller and Konigsberg, as applicable,
enforceable against the Seller and Konigsberg, as applicable, in accordance with
its  terms,  except as such enforcement may be limited by applicable bankruptcy,
insolvency,  reorganization,  moratorium  or  similar  laws affecting creditors'
rights  generally  and  general  equitable  principles.

     Section  2.04.  No  Conflict.  The execution and delivery by the Seller and
                     ------------
Konigsberg  of  this  Agreement  and  the  consummation  of  the  transactions
contemplated  hereby and thereby, do not and will not, by the lapse of time, the
giving  of  notice  or  otherwise:  (a)  constitute  a violation of any law; (b)

<PAGE>

constitute  a  breach or violation of any provision contained in the Articles of
Incorporation  or Bylaws of Konigsberg; (c) constitute a breach of any provision
contained  in,  or  a  default  under,  any  governmental  approval,  any  writ,
injunction,  order,  judgment  or  decree  of  any governmental authority or any
contract  to which the Seller and/or Konigsberg are a party; or (d) result in or
require  the  creation  of  any  lien  upon  the  Common  Stock.

     Section  2.05.  Consents  and  Approvals.  No governmental approvals and no
                     ------------------------
notifications, filings or registrations to or with any governmental authority or
any other person is or will be necessary for the valid execution and delivery by
the  Seller  and/or  Konigsberg  of  this  Agreement  or the consummation of the
transactions  contemplated  hereby  or  thereby, or the enforceability hereof or
thereof, other than those which have been obtained or made and are in full force
and  effect.

     Section  2.06.  Litigation.  There  are  no  claims  pending  or,  to  the
                     ----------
knowledge  of  the  Seller  and  Konigsberg,  threatened  against  or  affecting
Konigsberg  or  any  of  its assets and properties before or by any governmental
authority  or  any other person.  The Seller and Konigsberg have no knowledge of
the  basis for any claim, which alone or in the aggregate:  (a) could reasonably
be  expected to result in any liability with respect to Konigsberg; or (b) seeks
to  restrain  or  enjoin  the  execution  and  delivery of this Agreement or the
consummation  of  any of the transactions contemplated hereby or thereby.  There
are  no  judgments  or outstanding orders, injunctions, decrees, stipulations or
awards  against  Konigsberg  or  any  of  its  assets  and  properties.

     Section  2.07.  Brokers, Finders and Financial Advisors.  No broker, finder
                     ---------------------------------------
or  financial  advisor has acted for Seller in connection with this Agreement or
the  transactions  contemplated  hereby  or  thereby,  and  no broker, finder or
financial  advisor  is entitled to any broker's, finder's or financial advisor's
fee or other commission in respect thereof based in any way on any contract with
Seller.

     Section  2.08.  Disclosure.  The  schedules,  documents, exhibits, reports,
                     ----------
certificates  and  other  written  statements and information furnished by or on
behalf  of Seller and/or Konigsberg to the Purchaser do not contain any material
misstatement  of  fact  or,  to  the knowledge of Seller and Konigsberg, omit to
state  a  material  fact  necessary  in  order  to make the statements contained
therein,  in  light  of  the  circumstances  under  which  they  were  made, not
misleading.  Seller  and  Konigsberg  have  not  withheld any fact known to them
which has or is reasonably likely to have a material adverse effect with respect
to  Konigsberg.

     Section  2.09.  Ownership.  The  Seller represents and warrants that Seller
                     ---------
owns  10,000,000  shares  of common stock of Konigsberg that are subject to this
Agreement.

                                   ARTICLE III

                  REPRESENTATIONS AND WARRANTIES OF PURCHASER
                  -------------------------------------------

     Subject  to  all of the terms, conditions and provisions of this Agreement,
Purchaser  hereby  represents  and warrants to the Seller, as of the date hereof
and  as  of  the  Closing,  as  follows:

<PAGE>

     Section  3.01.  Authority.  Purchaser has all requisite power and authority
                     ---------
to  execute  and  deliver  this  Agreement  and  to  consummate the transactions
contemplated  hereby  and  thereby.  Purchaser has duly and validly executed and
delivered  this  Agreement  and,  assuming  the due authorization, execution and
delivery  of  this  Agreement  by  the  other  parties  hereto and thereto, this
Agreement  constitutes  the  legal,  valid  and binding obligation of Purchaser,
enforceable  against  Purchaser  in  accordance  with  its terms, except as such
enforcement may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium  or  similar  laws  affecting creditors' rights generally and general
equitable  principles.

     Section  3.02.  No  Conflict.  The  execution  and delivery by Purchaser of
                     ------------
this  Agreement and the consummation of the transactions contemplated hereby and
thereby  do  not  and  shall  not, by the lapse of time, the giving of notice or
otherwise:  (a) constitute a violation of any law; or (b) constitute a breach of
any  provision  contained in, or a default under, any governmental approval, any
writ, injunction, order, judgment or decree of any governmental authority or any
contract  to  which  Purchaser  is  a  party  or  by which Purchaser is bound or
affected.

     Section  3.03.  Consents  and  Approvals.  No governmental approvals and no
                     ------------------------
notifications, filings or registrations to or with any governmental authority or
any other person is or will be necessary for the valid execution and delivery by
Purchaser of this Agreement and the closing documents to which it is a party, or
the  consummation  of  the  transactions  contemplated hereby or thereby, or the
enforceability  hereof  or thereof, other than those which have been obtained or
made  and  are  in  full  force  and  effect.

     Section  3.04.  Litigation.  There  are  no  claims  pending  or,  to  the
                     ----------
knowledge  of Purchaser, threatened, and Purchaser has no knowledge of the basis
for  any  claim,  which  either  alone or in the aggregate, seeks to restrain or
enjoin  the  execution and delivery of this Agreement or the consummation of any
of  the  transactions contemplated hereby or thereby.  There are no judgments or
outstanding  orders,  injunctions,  decrees,  stipulations  or  awards  against
Purchaser  which  prohibits  or  restricts,  or  could reasonably be expected to
result  in  any  delay  of, the consummation of the transactions contemplated by
this  Agreement.

     Section 3.05.  Brokers, Finders and Financial Advisors.   No broker, finder
                    ---------------------------------------
or  financial  advisor has acted for Purchaser in connection with this Agreement
or  the  transactions  contemplated  hereby or thereby, and no broker, finder or
financial  advisor  is entitled to any broker's, finder's or financial advisor's
fee or other commission in respect thereof based in any way on any contract with
Purchaser.

                                   ARTICLE IV

                                   COVENANTS
                                   ---------

     Section  4.01.  Further Assurances.  Seller, Konigsberg and Purchaser agree
                     ------------------
that,  from  time to time, whether before, at or after the Closing, each of them
will  take  such  other  action  and  to  execute,  acknowledge and deliver such
contracts,  deeds,  or  other  documents  (a) as may be reasonably requested and
necessary or appropriate to carry out the purposes and intent of this Agreement;
or  (b)  to effect or evidence the transfer to the Purchaser of the Common Stock
held  by  or  in  the  name  of  the  Seller.

<PAGE>

     Section  4.02.  Conduct  of  Business.  Except as otherwise contemplated by
                     ---------------------
this  Agreement,  after  the  date  hereof  and  prior to the Closing or earlier
termination  of  this  Agreement,  unless  Purchaser  shall  otherwise  agree in
writing,  Konigsberg  shall

          (a)  not  take or perform any act or refrain from taking or performing
     any  act  which  would have resulted in a breach of the representations and
     warranties  set  forth  in  Article  II;

          (b) not enter into any agreement, or extend an existing agreement that
     will  survive  after  the  Closing;

          (c)  not  sell,  pledge,  lease,  license or otherwise transfer any of
     their  assets  or  properties  or  make  any  payments  or distributions to
     Konigsberg  or  any  of  its  affiliates;  and

          (d)  not make any payments or distributions of assets or properties to
     Konigsberg  or  its  shareholders.

Prior  to  the Closing, Konigsberg shall exercise, consistent with the terms and
conditions  of  this  Agreement,  complete  control  and  supervision  of  its
operations.

     Section  4.03.  Public  Announcements.  Except  as required by law, without
                     ---------------------
the  prior  written  approval of the other party, neither Seller, Konigsberg nor
Purchaser  will  issue,  or  permit any agent or affiliate thereof to issue, any
press  release  or  otherwise  make  or permit any agent or affiliate thereof to
make, any public statement or announcement with respect to this Agreement or the
transactions  contemplated  hereby  and  thereby.

                                   ARTICLE V

                                   CONDITIONS
                                   ----------

     Section  5.01.  Conditions  to  Obligations  of  each  of the Parties.  The
                     -----------------------------------------------------
respective obligations of each party to consummate the transactions contemplated
hereby  shall  be  subject  to the fulfillment at or prior to the Closing of the
following conditions: (a) no preliminary or permanent injunction or other order,
decree  or  ruling  which  prevents  the  consummation  of  the  transactions
contemplated  by this Agreement shall have been issued and remain in effect; (b)
no claim shall have been asserted, threatened or commenced and no law shall have
been  enacted,  promulgated  or issued which would reasonably be expected to (i)
prohibit  the  purchase  of,  payment  for  or  retention of the Common Stock by
Purchaser or the consummation of the transactions contemplated by this Agreement
or  (ii)  make  the  consummation  of any such transactions illegal; and (c) all
approvals legally required for the consummation of the transactions contemplated
by  this  Agreement  shall have been obtained and be in full force and effect at
the  Closing.

     Section  5.02.  Conditions  to  Obligations  of Seller.  The obligations of
                     --------------------------------------
Seller  to  consummate  the transactions contemplated hereby shall be subject to
the  fulfillment  at  or  prior  to the Closing Date of the following additional

<PAGE>

conditions,  except  as  Seller  may  waive in writing: (a) Purchaser shall have
complied  with  and  performed  in  all  material  respects  all  of  the terms,
covenants,  agreements  and  conditions  contained  in  this Agreement which are
required  to  be complied with and performed on or prior to Closing; and (b) the
representations  and  warranties  of Purchaser in this Agreement shall have been
true  and  correct  on  the  date  hereof  or  thereof,  as applicable, and such
representations  and  warranties shall be true and correct on and at the Closing
(except  those,  if  any,  expressly stated to be true and correct at an earlier
date),  with  the  same  force  and  effect  as  though such representations and
warranties  had  been  made  on  and  at  the  Closing.

     Section  5.03.  Conditions to Obligations of Purchaser.  The obligations of
                     --------------------------------------
Purchaser to consummate the transactions contemplated hereby shall be subject to
the  fulfillment  at or prior to Closing of the following additional conditions,
except  as  Purchaser  may waive in writing: (a) the Seller and Konigsberg shall
have  complied  with  and  performed  in all material respects all of the terms,
covenants,  agreements  and  conditions  contained  in  this Agreement which are
required  to  be complied with and performed on or prior to Closing; and (b) the
representations  and warranties of Seller and Konigsberg in this Agreement shall
have  been  true  and  correct on the date hereof or thereof, as applicable, and
such  representations  and  warranties  shall  be true and correct on and at the
Closing  (except  those,  if  any, expressly stated to be true and correct at an
earlier date), with the same force and effect as though such representations and
warranties  had  been  made  on  and  at  the  Closing.

                                   ARTICLE VI

                                INDEMNIFICATION
                                ---------------

     Section  6.01.  Indemnification  of  Seller.  Subject  to  the  terms  and
                     ---------------------------
conditions  of  this  Article VI, Purchaser agrees to indemnify, defend and hold
harmless  Seller,  from  and  against any and all claims, liabilities and losses
which  may  be  imposed  on,  incurred by or asserted against, arising out of or
resulting  from,  directly  or  indirectly:

          (a)  the inaccuracy of any representation or breach of any warranty of
     Purchaser  contained  in  or  made pursuant to this Agreement which was not
     disclosed  to Seller in writing prior to the Closing; provided that no such
     notification  shall be deemed to waive or abrogate any right of Seller with
     respect  to  conditions  to  Closing  in  Section  5.02;

          (b)  the breach of any covenant or agreement of Purchaser contained in
     this  Agreement;  or

          (c)  any  claim  to  fees  or  costs for alleged services by a broker,
     agent,  finder or other person claiming to act in a similar capacity at the
     request  of  Purchaser  in  connection  with  this  Agreement;

provided,  however,  that  Purchaser  shall not be liable for any portion of any
claims, liabilities or losses resulting from a material breach by Seller, of any
of its obligations under this Agreement or from Seller's gross negligence, fraud
or  willful  misconduct.

<PAGE>

     Section  6.02.  Indemnification  of  Purchaser.  Subject  to  the terms and
                     ------------------------------
conditions  of  this  Article  VI, from and after the Closing, Seller, agrees to
indemnify,  defend  and  hold harmless the Purchaser, its respective affiliates,
its  respective  present and former directors, officers, shareholders, employees
and  agents  and its respective heirs, executors, administrators, successors and
assigns  (the  "Purchaser  Indemnified  Persons"),  from and against any and all
                -------------------------------
claims,  liabilities and losses which may be imposed on, incurred by or asserted
against  any  Purchaser  Indemnified  Person,  arising out of or resulting from,
directly  or  indirectly:

          (a)  the inaccuracy of any representation or breach of any warranty of
     the  Seller  or  Konigsberg contained in or made pursuant to this Agreement
     which  was  not  disclosed  to  Purchaser  in writing prior to the Closing;
     provided that no such notification shall be deemed to waive or abrogate any
     right  of  Purchaser with respect to conditions to Closing in Section 5.03;

          (b)  the  breach  of any covenant or agreement of Seller or Konigsberg
     contained  in  this  Agreement;

          (c) the conduct of the business of Konigsberg prior to the Closing; or

          (d)  any  claim  to  fees  or costs for alleged services rendered by a
     broker, agent, finder or other person claiming to act in a similar capacity
     at  the  request  of  the  Seller  in  connection  with  this  Agreement;

provided,  however,  that  Seller  and  Konigsberg  shall  not be liable for any
portion of any claims, liabilities or losses resulting from a material breach by
Purchaser  of  its  obligations  under  this  Agreement  or  from  a  Purchaser
Indemnified  Person's  gross  negligence,  fraud  or  willful  misconduct.

                                  ARTICLE VII

                                 MISCELLANEOUS
                                 -------------

     Section  7.01.  Notices.  Any  and  all  notices,  requests  or  other
                     -------
communications  hereunder  shall  be  given  in  writing  and  delivered by: (a)
regular,  overnight  or registered or certified mail (return receipt requested),
with first class postage prepaid; (b) hand delivery; (c) facsimile transmission;
or  (d)  overnight courier service, to the parties at the following addresses or
facsimile  numbers:

     (i) if to Seller, to:               Susan Downing
                                         5921  Nelson  Avenue,
                                         Burnaby,  BC,  Canada,  V5H  3H8

     (ii) if to Purchaser, to:           Adam Cegielski

                                         -----------------

                                         -----------------

                                         -----------------

<PAGE>

or  at  such  other  address  or  number as shall be designated by either of the
parties  in  a  notice  to the other party given in accordance with this Section
7.01.  Except  as  otherwise provided in this Agreement, all such communications
shall  be  deemed  to  have been duly given: (A) in the case of a notice sent by
regular  or  registered  or certified mail, three business days after it is duly
deposited  in  the  mails;  (B)  in the case of a notice delivered by hand, when
personally  delivered;  (C)  in  the  case  of  a notice sent by facsimile, upon
transmission  subject  to telephone confirmation of receipt; and (D) in the case
of  a  notice  sent  by  overnight  mail  or overnight courier service, the next
business  day  after such notice is mailed or delivered to such courier, in each
case  given  or  addressed  as  aforesaid.

     Section  7.02.  Benefit  and  Burden.  This  Agreement  shall  inure to the
                     --------------------
benefit  of,  and shall be binding upon, the parties hereto and their successors
and  permitted  assigns.

     Section  7.03.  No  Third Party Rights.  Nothing in this Agreement shall be
                     ----------------------
deemed  to  create  any right in any creditor or other person not a party hereto
(other  than  the Purchaser Indemnified Persons) and this Agreement shall not be
construed in any respect to be a contract in whole or in part for the benefit of
any  third  party  (other  than  the  Purchaser  Indemnified  Persons).

     Section  7.04.  Amendments  and  Waiver.  No  amendment,  modification,
                     -----------------------
restatement or supplement of this Agreement shall be valid unless the same is in
writing  and  signed  by the parties hereto.  No waiver of any provision of this
Agreement  shall be valid unless in writing and signed by the party against whom
that  waiver  is  sought  to  be  enforced.

     Section  7.05.  Assignments.  Purchaser  may  assign  any  of  its  rights,
                     -----------
interests  and  obligations  under  this  Agreement  and  must  notify Seller in
writing.

     Section  7.06.  Counterparts.  This  Agreement  may  be  executed  in
                     ------------
counterparts  and  by  the  different  parties in separate counterparts, each of
which  when  so  executed  shall  be  deemed  an original and all of which taken
together  shall  constitute  one  and  the  same  agreement.

     Section  7.07.  Captions and Headings.  The captions and headings contained
                     ---------------------
in this Agreement are inserted and included solely for convenience and shall not
be  considered  or  given  any effect in construing the provisions hereof if any
question  of  intent  should  arise.

     Section 7.08.  Construction.  The parties acknowledge that each of them has
                    ------------
had  the  benefit  of  legal  counsel of its own choice and has been afforded an
opportunity  to  review  this  Agreement  with  its  legal counsel and that this
Agreement  shall  be  construed  as  if  jointly  drafted by the parties hereto.

     Section  7.09.  Severability.  Should  any  clause,  sentence,  paragraph,
                     ------------
subsection,  Section  or  Article of this Agreement be judicially declared to be
invalid,  unenforceable  or  void,  such  decision  will  not have the effect of
invalidating  or  voiding the remainder of this Agreement, and the parties agree
that the part or parts of this Agreement so held to be invalid, unenforceable or
void  will  be  deemed  to  have  been stricken herefrom by the parties, and the
remainder will have the same force and effectiveness as if such stricken part or
parts  had  never  been  included  herein.

<PAGE>

     Section  7.10.  Remedies.  The  parties  agree  that  the  covenants  and
                     --------
obligations  contained  in  this  Agreement  relate  to  special,  unique  and
extraordinary matters and that a violation of any of the terms hereof or thereof
would  cause  irreparable  injury  in  an  amount  which  would be impossible to
estimate  or  determine and for which any remedy at law would be inadequate.  As
such,  the parties agree that if either party fails or refuses to fulfill any of
its  obligations  under  this  Agreement  or  to make any payment or deliver any
instrument required hereunder or thereunder, then the other party shall have the
remedy  of  specific  performance,  which  remedy  shall  be  cumulative  and
nonexclusive and shall be in addition to any other rights and remedies otherwise
available  under  any  other  contract  or at law or in equity and to which such
party  might  be  entitled.

     Section  7.11.  Applicable  Law.  THIS  AGREEMENT  AND  THE  RIGHTS  AND
                     ---------------
OBLIGATIONS  OF  THE  PARTIES  HEREUNDER  SHALL  BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE  WITH  THE  LAWS  OF THE STATE OF TEXAS, WITHOUT GIVING EFFECT TO THE
CONFLICT  OF  LAW  PRINCIPLES  THEREOF.

     Section 7.12.  Submission to Jurisdiction.  Each of the parties hereby: (a)
                    --------------------------
irrevocably  submits  to  the  non-exclusive  personal jurisdiction of any Texas
court,  over  any  claim  arising  out  of  or  relating  to  this Agreement and
irrevocably  agrees  that  all  such  claims may be heard and determined in such
Texas  court;  and  (b)  irrevocably  waives, to the fullest extent permitted by
applicable  law,  any  objection  it  may now or hereafter have to the laying of
venue  in  any  proceeding  brought  in  a  Texas  court.

     Section  7.13.  Expenses;  Prevailing Party Costs.  The Seller, Konigsberg,
                     ---------------------------------
and  Purchaser  shall  pay their own expenses incident to this Agreement and the
transactions contemplated hereby and thereby, including all legal and accounting
fees  and  disbursements,  and  Seller  shall  be  solely liable for any and all
expenses  of  the  Seller and/or Konigsberg which are incident to this Agreement
and  the  transactions  contemplated  hereby  and  thereby (other than customary
general, administrative and overhead expenses incurred in the ordinary course of
business).  Notwithstanding  anything  contained  herein  or  therein  to  the
contrary,  if any party commences an action against another party to enforce any
of  the terms, covenants, conditions or provisions of this Agreement, or because
of  a  breach by a party of its obligations under this Agreement, the prevailing
party  in  any  such  action  shall be entitled to recover its losses, including
reasonable  attorneys'  fees,  incurred  in  connection  with the prosecution or
defense  of  such  action,  from  the  losing  party.

     Section  7.14.     Entire  Agreement.  This Agreement sets forth all of the
                        -----------------
promises, agreements, conditions, understandings, warranties and representations
among  the  parties  with  respect  to  the transactions contemplated hereby and
thereby,  and  supersedes  all prior agreements, arrangements and understandings
between  the  parties,  whether  written,  oral  or  otherwise.

     Section  7.15.     Faxed  Signatures.  For  purposes  of  this Agreement, a
                        -----------------
faxed  signature  shall  constitute  an  original  signature.


    [Remainder of page left intentionally blank.  Signature page to follow.]

<PAGE>

     IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
day  and  year  first  above  written.

                                    "SELLER"

                                    /s/ Susan Downing
                                    ----------------------------
                                    Susan Downing
                                    Number of shares: 10,000,000



                                    "KONIGSBERG"
                                    Konigsberg Corporation

                                    /s/ Susan Downing
                                    ----------------------------
                                    Susan Downing
                                    Chief Executive Officer



                                    "PURCHASER"

                                    /s/ Adam Cegielski
                                    --------------------------
                                    Adam Cegielski

<PAGE>